1Definitions and interpretation

1.1In the Contract the following words have these meanings unless the context requires otherwise:

Background IPR

any IPR that exists before the date of the Contract or is developed independently of it. For the Supplier this includes its show files, Pixera projects and timelines, keying and colour presets, calibration, lens and tracking data, scripts, templates, reusable assets, workflows, technical specifications, signal-flow diagrams and know-how.

Cancellation Charges

the charges set out in Schedule 2.

Commissioned Content

content the Order Confirmation expressly requires the Supplier to create for the Client, such as a virtual arena scene.

Confidential Information

has the meaning given in clause 14.2.

Contract

these Terms, the Order Confirmation and any Special Conditions.

Contract Period

the period stated in the Order Confirmation, including build, technical rehearsal, Live Day(s) and de-rig.

Contract Price

the price for the Deliverables stated in the Order Confirmation, as adjusted by any Variation.

Client

the person, firm or company named as the client in the Order Confirmation.

Client Delay

has the meaning given in clause 5.2.

Client Materials

all content, data, designs, scenes, plates, graphics, brand assets, specifications and other material supplied by or on behalf of the Client, including by its data providers and production company.

Client Personnel

the Client's employees, its production company and other contractors, participants, officials, guests and audience, and any other person attending the Venue at the Client's invitation.

Data Protection Legislation

the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and, where it applies, the EU GDPR, each as amended or replaced from time to time.

Deliverables

the Goods, Equipment, Facilities and Services described in the Order Confirmation.

Dry Hire

hire of Equipment without Supplier Personnel to operate it.

Equipment

hardware, software licences, licence dongles, cables, cases and accessories hired or loaned by the Supplier to the Client, whether owned by the Supplier or sub-hired from a third party.

Event

the live production or productions described in the Order Confirmation.

Expenses

the costs described in clause 4.8.

Facilities

studio, workshop, testing or other premises-based facilities the Supplier makes available under the Contract.

Force Majeure Event

has the meaning given in clause 15.1.

Goods

items the Supplier sells to the Client under the Contract.

Handover Point

the point, defined in the Order Confirmation, at which the Supplier's output signals pass to the Client.

IPR

copyright and related rights, patents, rights in inventions, trade marks, service marks, trade and domain names, rights in designs, database rights, rights in confidential information and know-how, and all other intellectual property rights anywhere in the world, whether registered or not, including applications, renewals and extensions.

Live Day

a day on which the Event is transmitted or streamed.

Order Confirmation

the Supplier's written quotation once accepted in writing by the Client (email is enough), or the Client's purchase order once accepted in writing by the Supplier, together with any document either of them expressly refers to, but excluding any terms and conditions of the Client.

Programme

the audiovisual output of the Event, including composited feeds and any recordings of them.

Services

the services described in the Order Confirmation.

Shift

a period of up to 10 hours' work by one person in a day, including breaks.

Special Conditions

amendments or additional terms set out in the Order Confirmation and, where the Order Confirmation includes live virtual production, green-screen keying, compositing or camera tracking, the conditions in Schedule 1.

Supplier

CFI R&D Limited (company number 11417917), trading as Immersion Science, of 27 John Smeaton Court, Manchester M1 2NR. VAT number 349122700.

Supplier Personnel

the Supplier's employees, freelancers and sub-contractors engaged in the Contract.

Terms

these terms of trade, including the Schedules.

Variation

a change to the Contract agreed under clause 2.6.

Venue

the premises at which the Services are performed or Equipment is used, whether controlled by the Client or by a third party the Client has engaged.

Wet Hire

hire of Equipment operated by Supplier Personnel.

Working Day

Monday to Friday, excluding bank holidays in England.

1.2Headings are for convenience only. Words such as "including" and "in particular" are illustrative and do not limit the words before them. A reference to legislation is to that legislation as amended, extended or re-enacted from time to time. "Writing" includes email.

2Basis of the Contract

2.1The Contract is formed when the Client accepts the Supplier's quotation in writing, or the Supplier accepts the Client's purchase order in writing. The Supplier is not obliged to commit third-party costs or dispatch Equipment until it has received the deposit under clause 4.3(a).

2.2The Contract applies to the exclusion of any other terms the Client seeks to impose or incorporate, including terms on a purchase order, or implied by trade, custom or course of dealing.

2.3If there is a conflict, the following order of precedence applies: the Special Conditions, then the Order Confirmation, then these Terms, then any specification or other document referred to in the Order Confirmation.

2.4Quotations are valid for 30 days from issue. Prices and availability of sub-hired Equipment are not guaranteed until the Contract is formed and the deposit has been paid.

2.5Work the Supplier performed before the Contract was formed, including technical design, specification and testing, is treated as performed under the Contract. If no Contract is formed, the Client will pay for that work at the Supplier's standard rates where the Supplier carried it out at the Client's request and told the Client in advance that it would be chargeable.

2.6Either party may ask for a change to the Deliverables, dates or the Client's dependencies. The Supplier will tell the Client the effect of the change on price, timing and risk. A change becomes a Variation only when both parties have agreed it in writing. Once the Contract is formed, a change to the number, type, operation or position of cameras, the format or delivery date of Client Materials or the Event dates is a Variation, and so is a change to the frame rate after it has been confirmed under the Special Conditions.

2.7Each party will tell the other promptly if it becomes aware of anything likely to delay its performance.

3Publicity, editorial control and credits

3.1Neither party will bring the other into disrepute.

3.2Neither party will use the other's name, logo or trade marks in advertising or promotional material, or in a way that implies endorsement, without the other's prior written consent, except that the Supplier may name the Client as a client, describe its own role in general terms, and use material as permitted by clause 18.7.

3.3The Client has final editorial control of the Programme and is solely responsible for its content. Nothing in the Contract obliges the Client to stream, or prevents it from streaming, the Programme.

3.4Where the format of the Programme or its published description reasonably allows, the Client will credit the Supplier as "Virtual production by Immersion Science" or in another form the parties agree.

4Contract Price and payment

4.1The Client will pay the Contract Price, any Expenses and the price of any Variation.

4.2All sums are exclusive of VAT, which the Client will pay in addition at the applicable rate on receipt of a valid VAT invoice.

4.3Unless the Order Confirmation says otherwise:

1. (a)a deposit of 50% of the Contract Price is invoiced when the Contract is formed and is payable within 7 days of invoice;
2. (b)the balance of the Contract Price is payable in cleared funds no later than 5 Working Days before the first day of the Contract Period; and
3. (c)Expenses, Variations and other charges arising during the Contract Period are invoiced after it ends and are payable within 14 days of the invoice date.

4.4If the Supplier has reasonable grounds to doubt that the Client will be able to pay, it will raise its concerns with the Client and may then require payment in advance, or reasonable security, before continuing to perform.

4.5Payment is to be made in pounds sterling by bank transfer to the account shown on the Supplier's invoice. The Supplier will never change its bank details by email alone. Before making its first payment, and before paying into any account that differs from one previously used, the Client will confirm the bank details by telephone with the Supplier on 0330 122 6144 or the number shown on the Supplier's website. A payment made to an account that has not been confirmed in this way does not discharge the Client's obligation unless the Supplier actually receives the funds. Each party will take reasonable steps to keep its email and payment systems secure.

4.6If the Client disputes an invoice in good faith, it will tell the Supplier in writing within 7 days of receipt, giving its reasons, and will pay the undisputed part by the due date. The parties will resolve the dispute under clause 24.11. Subject to this clause 4.6, the Client will pay all sums in full, without set-off, counterclaim, deduction or withholding except as required by law. The Supplier may set off any amount the Client owes it against any amount it owes the Client.

4.7If the Client pays late, the Supplier may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, at the statutory rate (currently 8% a year above the Bank of England base rate), from the due date until payment. If any sum that is not disputed under clause 4.6 is overdue, the Supplier may also, on giving 2 Working Days' written notice, suspend performance, including withholding dispatch of Equipment, until payment is received. The non-payment is a Client Delay.

4.8Expenses are payable in addition to the Contract Price where the Order Confirmation provides for them or the Client agrees them in advance. They include travel, accommodation, subsistence, carriage, parking, consumables and overtime. Expenses are charged at the rates in the Order Confirmation or, where none is stated, at cost plus 10%. Time worked beyond a Shift is charged at the overtime rate in the Order Confirmation.

4.9Where the Supplier recovers VAT on expenditure it recharges, it will invoice the net amount and add VAT at the applicable rate.

4.10If the law requires the Client to deduct or withhold tax from a payment, the Client will increase the payment so that the Supplier receives the amount it would have received without the deduction, and will give the Supplier evidence that the deducted amount has been paid to the relevant authority.

5Client responsibilities

5.1The Client will:

1. (a)co-operate with the Supplier in all matters relating to the Contract;
2. (b)provide the information, Client Materials, decisions and inputs described in the Order Confirmation by the dates stated there, and make sure they are complete and accurate;
3. (c)obtain and maintain the Venue, access, permits, licences, permissions and consents needed for the Event, including any licence, sanction or medical provision required for a sporting event and filming consents and releases from participants, crew and audience;
4. (d)provide a safe and suitable working area, the power supply described in the Order Confirmation, adequate ventilation and secure lockable storage for Equipment;
5. (e)appoint and manage its own production company and other Client Personnel, and make sure they co-operate with the Supplier;
6. (f)provide the camera, tracking, reference, lighting and other inputs the Order Confirmation requires, to the stated specification; and
7. (g)follow the Supplier's reasonable instructions on the use and safety of the Equipment.

5.2If the Supplier's performance is prevented or delayed by an act or omission of the Client or Client Personnel, or by Client Materials or inputs that do not meet the agreed specification or arrive late (a "Client Delay"):

1. (a)the Supplier is not liable for any resulting failure or delay, and its time for performance is extended for as long as the Client Delay continues;
2. (b)the Supplier may charge its reasonable additional costs, including standby time at the rates in the Order Confirmation; and
3. (c)the Supplier will use reasonable endeavours to find a workaround and will tell the Client if a workaround is likely to affect the quality of the output.

5.3The Client is responsible for the acts and omissions of Client Personnel as if they were its own.

6Access, security and remote connection

6.1The Client will arrange access to the Venue at the times the Supplier reasonably needs, including load-in, load-out and parking, and will tell the Supplier in advance about any Venue rules. Supplier Personnel will wear any passes issued and follow those rules.

6.2The Client will keep the Venue secure, including at any time when Equipment is at the Venue and Supplier Personnel are not present.

6.3The Supplier may decline to work, or may stop work, where it reasonably considers conditions to be unsafe.

6.4Where either party gives the other remote access to its systems, for example to transfer content or to support a render node, the receiving party will use that access only for the Contract, will not try to access any other system or data, and will keep any credentials secure. The Client will not connect Equipment to any network without the Supplier's agreement. The Supplier's render systems will be kept isolated from Venue and public networks except as agreed.

6.5The Client may attend a pre-Event test at the Supplier's premises by prior arrangement.

7Health and safety

7.1Each party will comply with the health, safety, fire and environmental laws, codes and guidance that apply to its own activities.

7.2The Client, or its production company on its behalf, is responsible for the overall health and safety management of the Event and the Venue, including the Venue risk assessment, fire safety, audience and crowd management, medical cover, safety provisions for any sporting or performance activity and co-ordination of all contractors on site.

7.3The Supplier will provide a risk assessment and method statement for its own activities and Equipment on request, attend site inductions, use electrical equipment that has been safety tested, and route and secure its own cable runs.

7.4The Client will make sure that no Equipment is placed inside any field of play, ring or performance area, or its immediate fall zone. Rigging, work at height, and any tracking markers or other items fixed to the ceiling or overhead structures are the Client's responsibility unless the Order Confirmation says otherwise, and must be carried out by competent riggers approved by the Venue. Pyrotechnics, lasers, haze and smoke are the Client's responsibility and must be agreed with the Supplier in advance because they affect keying and tracking.

7.5Either party may stop work immediately in the event of serious and imminent danger, and will tell the other as soon as possible.

7.6The Supplier aims to reduce the energy use and emissions associated with its work, for example by using Equipment it already owns and limiting transport.

8Hire of Equipment

8.1Equipment remains the property of the Supplier or its sub-hire supplier. The Client does not acquire any title to it and will not sell, sub-hire, lend, charge, modify or remove it from the Venue. The Client will not allow any lien, charge or other security to arise over Equipment, and will tell the Venue operator in writing, if asked, that the Equipment belongs to the Supplier or its sub-hire supplier.

8.2The hire period runs from dispatch of the Equipment from the Supplier, or collection by the Client, until its return to the Supplier. Equipment may be used only at the Venue named in the Order Confirmation.

8.3Under Wet Hire, Supplier Personnel operate the Equipment. Client Personnel must not operate, move, power down, re-patch or reconfigure Equipment without the Supplier's consent.

8.4Under Dry Hire, the Client will make sure the Equipment is operated only by competent persons in line with the manufacturer's instructions. The Client will check the Equipment on receipt and report any defect within 4 hours of delivery; otherwise the Equipment is taken to have been received in good working order.

8.5Risk of loss of or damage to Equipment is allocated as follows, in each case except to the extent the loss or damage is caused by the Supplier's negligence or breach of the Contract, and excluding fair wear and tear:

1. (a)under Dry Hire, the Client bears the risk from delivery (or collection) until the Equipment is returned to the Supplier's custody;
2. (b)under Wet Hire, the Client bears the risk of loss or damage caused by Client Personnel, by conditions at the Venue (including power surges, water, falling objects and crowd activity), by theft from the Venue, and at any time when Equipment is at the Venue but Supplier Personnel are not present; the Supplier bears the risk at all other times.

8.6Where the Client bears the risk under clause 8.5, it will pay:

1. (a)the cost of repair or, where the Equipment is lost or beyond economic repair, its full replacement cost new, including the cost of replacing any software licence or licence dongle;
2. (b)hire charges at the daily rate for the period the Equipment is out of use, up to a maximum of 28 days or until replacement, whichever is sooner; and
3. (c)any loss or damage charge levied by a sub-hire supplier.

8.7The Client will insure the Equipment for its full replacement value for the period it bears the risk under clause 8.5, and will provide evidence of cover on request. Where the Order Confirmation offers a damage waiver and the Client pays for it, the Client's liability under clause 8.6(a) and (b) is limited to the excess stated in the Order Confirmation, except for loss or damage caused by wilful misconduct or by the Client's failure to keep the Venue secure under clause 6.2.

8.8The Supplier may source Equipment from third-party hire companies. If a sub-hire supplier fails to deliver, the Supplier will use reasonable endeavours to source equivalent Equipment and will consult the Client before committing to any additional cost.

8.9The Client will give the Supplier access to remove the Equipment at the end of the Contract Period and grants the Supplier an irrevocable licence to enter the Venue for that purpose and to recover any Goods not paid for. If the Supplier cannot remove the Equipment at the agreed time for a reason within the Client's control, hire charges continue at the daily rate.

8.10If Equipment develops a fault that is not caused by the Client or Client Personnel, the Supplier will repair or replace it as soon as reasonably practicable and the hire charge for that item will be reduced in proportion to the time it is unusable. Subject to clause 12, this is the Client's sole remedy for faulty Equipment.

9Sale of Goods

9.1Delivery dates for Goods are estimates unless the Order Confirmation states that a date is fixed.

9.2Risk in Goods passes to the Client on delivery.

9.3Title to Goods passes to the Client only when the Supplier has received payment in full for them. Until then the Client will hold the Goods as the Supplier's bailee, keep them separately identifiable, and allow the Supplier to recover them.

9.4The Client will inspect Goods on delivery and tell the Supplier in writing of any non-conformity within 5 Working Days. The Supplier will, at its option, repair, replace or refund the price of non-conforming Goods. The Supplier will pass on to the Client the benefit of any manufacturer's warranty.

10Live production Services

10.1The Supplier will perform the Services with reasonable skill and care, in line with good industry practice for live virtual production. It will keep the Client informed of progress and will tell the Client promptly of any risk to the Event that it becomes aware of.

10.2The Supplier's responsibility for the signal path begins at the Supplier's inputs, where it receives camera, tracking and reference signals from the Client, and ends at the Handover Point. The Supplier is not responsible for anything before or after those points, including cameras, lenses, lighting, the green screen, vision mixing, graphics and overlays, audio, encoding, SRT or other contribution links, internet connectivity, the streaming partner's platform or audience playback.

10.3The quality of a chroma key and composite depends on matters outside the Supplier's control, including the colour and evenness of the green screen and its lighting, camera settings, lenses, motion, spill, wardrobe and props, the quality of tracking data and the Client Materials. The Supplier will advise on these matters; the Client is responsible for implementing that advice. Anything in the frame that matches the key colour may be keyed out.

10.4The Client will attend the technical rehearsal. The composited look is accepted when the Client approves it at rehearsal or, if the Client raises no objection by the end of rehearsal or does not attend, at the end of rehearsal. Changes requested after acceptance are Variations and will be made only if the Supplier considers they can be made safely before the Live Day.

10.5The Supplier may, acting reasonably, use contingencies to protect the transmission, for example switching a tracked camera to a locked-off plate, reducing render resolution, bypassing a keyer or routing a clean camera feed to the Handover Point. Using a contingency for that purpose is not a breach of the Contract. The Supplier will tell the Client's director or producer as soon as practicable.

10.6Live production depends on real-time systems operating together. The Supplier does not guarantee that the Programme will be free from artefacts, latency or interruption, and gives no warranty as to the frame accuracy, timecode or latency of the Programme, including delays introduced to align foreground and background.

10.7If the Services are not performed in accordance with the Contract, the Client will tell the Supplier promptly, during the Event wherever possible so that the problem can be corrected. The Supplier will re-perform the Services where practicable. Where the problem cannot be put right because the live moment has passed, the Supplier will credit a fair proportion of the Contract Price for the affected Services. Subject to clause 12.1, re-performance or credit under this clause is the Client's sole remedy for a failure of the Services on a Live Day.

10.8Any virtual element in the Programme showing scores, statistics, odds, prediction or betting information or other data is presentation material. The Programme is not an official record and must not be relied on for officiating, judging, scoring or the settlement of bets. The Supplier displays data supplied by the Client or its data providers as received. The Client is responsible for the accuracy, timeliness and lawful display of that data and of any sponsor or gambling-related content, including compliance with the CAP and BCAP codes, the conditions of any gambling licence and any age-gating of the stream, and for synchronising any data product or betting feed with the Programme.

10.9The Supplier is not obliged to record the Programme unless the Order Confirmation includes recording. The Client instructs the Supplier to make temporary recordings for quality control and backup. These will be deleted within 30 days of the Event unless the parties agree otherwise, except for excerpts the Supplier keeps under clause 18.7.

11Warranties

11.1Each party warrants that it is validly incorporated, has the power and authority to enter into and perform the Contract, and holds any licence or permit required by law for its performance of the Contract.

11.2The Supplier warrants that:

1. (a)the Services will be performed with reasonable skill and care by suitably experienced personnel;
2. (b)Equipment will be tested and in good working order at dispatch;
3. (c)Goods will conform to their description in the Order Confirmation;
4. (d)it will comply with applicable law in performing the Services; and
5. (e)it holds the licences needed to use its own software, including Pixera, in the way the Services require.

11.3The Client warrants that:

1. (a)it owns or has licensed all IPR, consents and releases needed for the Client Materials and for the Supplier to use them as the Contract requires, and the Client Materials, including any material generated with AI tools, do not infringe the rights of any third party or break any law;
2. (b)the Event and the Programme will comply with applicable law, including the law on gambling, advertising, streaming and combat sports;
3. (c)it has obtained, or will obtain before the Event, all releases needed from participants, crew and audience, including for the Supplier's use under clause 18.7, and will display appropriate filming notices at the Venue; and
4. (d)the information it gives the Supplier is complete and accurate.

11.4Except as expressly set out in the Contract, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law. This does not exclude the terms implied by section 12 of the Sale of Goods Act 1979 or sections 2 and 7 of the Supply of Goods and Services Act 1982 as to title and quiet possession. For third-party Goods, the Supplier passes on the manufacturer's warranty and gives no wider warranty.

12Liability, indemnities and insurance

12.1Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law. Nothing in this clause 12 limits the Client's obligation to pay the Contract Price, Expenses, Cancellation Charges or sums due under clause 8.6.

12.2Subject to clause 12.1, the Supplier is not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any of the following, each of which is a separate and severable exclusion:

1. (a)loss of profit, revenue, sponsorship, advertising, subscription, ticketing or wagering income;
2. (b)loss of audience, rights fees, data revenue or business opportunity;
3. (c)loss of goodwill or reputation;
4. (d)wasted expenditure, including the cost of talent, the Venue, crew, other contractors or re-staging the Event;
5. (e)loss or corruption of data or content, except the cost of restoring it from a backup;
6. (f)liability to betting operators, data customers, streaming partners or other third parties; or
7. (g)any indirect or consequential loss.

12.3Subject to clause 12.1, the Supplier's total aggregate liability arising out of or in connection with the Contract, including credits given under clause 10.7, will not exceed the Contract Price, except that its liability for physical damage to tangible property is limited to £1,000,000 for any one Event.

12.4The Client will indemnify the Supplier against all losses, liabilities, costs and expenses (including reasonable legal costs) arising from:

1. (a)any claim that the Client Materials, or the Supplier's use of them as the Contract permits, infringe any IPR or other right;
2. (b)a breach of clause 10.8 or clause 11.3;
3. (c)the acts or omissions of Client Personnel, including injury to persons and damage to property at the Venue, except to the extent caused by the Supplier's negligence or breach of the Contract; and
4. (d)a breach by the Client of its obligations as controller under clause 13.

12.5The Supplier will indemnify the Client against any third-party claim that the Supplier's Background IPR, used as the Contract permits, infringes that third party's IPR in the United Kingdom. This indemnity does not cover third-party software or hardware, Client Materials, or any combination or modification not made by the Supplier. The Client will notify the Supplier promptly of any claim, allow it to conduct the defence and make no admission. The Supplier may procure the right to continue use, or modify or replace the item so that it no longer infringes. This indemnity is subject to clause 12.3.

12.6Subject to clause 12.1, neither party is liable to the other for indirect or consequential loss, and the Client's total aggregate liability arising out of or in connection with the Contract will not exceed the Contract Price. This clause 12.6 does not limit the Client's obligations to pay sums due under the Contract, its liability under clauses 8.5 to 8.7, or its liability under clause 12.4(a), (b) or (d).

12.7The Supplier will maintain public liability insurance of at least £5,000,000 for any one occurrence, employer's liability insurance as required by law, and professional indemnity insurance of £[amount], and will provide evidence of cover on request. The Client will maintain public liability insurance of at least £5,000,000 for any one occurrence, employer's liability insurance as required by law and the insurance required by clause 8.7. The Client should arrange event cancellation and abandonment insurance if it wishes to protect itself against the losses described in clause 12.2.

12.8The Client must notify the Supplier of any claim within 6 months of the last day of the Contract Period, giving reasonable details. The Supplier will have no liability for a claim not notified within that time.

12.9Each party will take reasonable steps to mitigate any loss it suffers.

13Data protection

13.1Terms such as controller, processor, personal data, personal data breach and processing have the meanings given in the Data Protection Legislation.

13.2When the Supplier processes personal data contained in camera feeds, tracking data, Client Materials and the Programme on the Client's behalf ("Contract Personal Data"), the Client is the controller and the Supplier is the processor. Contract Personal Data will typically comprise the images, voices and names of participants, officials, crew, audience and Client staff, processed for live capture, compositing and transmission, any recording included in the Order Confirmation and the temporary recordings the Client instructs under clause 10.9, for the Contract Period and the retention period in clause 10.9. The Supplier does not expect to process special category data.

13.3The Client will make sure it has a lawful basis and has given any notices and obtained any consents needed for the processing, and that its instructions comply with the Data Protection Legislation.

13.4The Supplier will:

1. (a)process Contract Personal Data only on the Client's documented instructions, which are set out in the Contract, unless the law requires otherwise, in which case it will tell the Client before processing unless the law prevents it; and tell the Client if it believes an instruction breaks the Data Protection Legislation;
2. (b)make sure that everyone authorised to process Contract Personal Data is bound by confidentiality;
3. (c)apply appropriate technical and organisational measures to protect Contract Personal Data;
4. (d)not engage another processor without the Client's authorisation. The Client authorises the sub-processors named in the Order Confirmation; the Supplier will tell the Client of any intended change and the Client may object on reasonable grounds. The Supplier will impose equivalent data protection terms on each sub-processor and remain responsible for it;
5. (e)assist the Client, taking into account the nature of the processing, with data subject requests, security, breach notifications, impact assessments and consultation with the Information Commissioner, at the Client's reasonable cost where the assistance goes beyond what is minor;
6. (f)notify the Client without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting Contract Personal Data;
7. (g)at the Client's choice, delete or return Contract Personal Data at the end of the processing unless the law requires it to be kept;
8. (h)make available the information reasonably needed to demonstrate compliance with this clause and allow audits on reasonable notice, no more than once a year and at the Client's cost; and
9. (i)not transfer Contract Personal Data outside the United Kingdom without the Client's prior written consent and an appropriate transfer mechanism.

13.5Each party is an independent controller of the personal data it processes to administer the Contract, such as contact details of the other party's staff, and of any personal data it uses for its own purposes, including the Supplier's use under clause 18.7. Each will comply with the Data Protection Legislation in doing so.

13.6The Supplier's liability under this clause 13 is subject to clause 12.

14Confidentiality

14.1Each party will keep the other's Confidential Information confidential and use it only for the Contract.

14.2"Confidential Information" means information in any form relating to the business or affairs of a party that is disclosed to the other in connection with the Contract and is marked as confidential or is obviously confidential by its nature. It includes the Client's unreleased event concepts, arena designs, data products and commercial plans, and the Supplier's pricing, technical designs and system configurations.

14.3Clause 14.1 does not apply to information that:

1. (a)is or becomes public other than through a breach of this clause;
2. (b)the recipient already knew, or obtains from a third party free of any duty of confidence;
3. (c)the recipient develops independently;
4. (d)the recipient must disclose by law, by order of a court or by a regulator, in which case it will give the other party notice where lawful; or
5. (e)the other party has agreed in writing may be disclosed.

14.4A party may disclose Confidential Information to its employees, advisers, insurers, investors and sub-contractors who need to know it for the Contract, provided they are bound by obligations of confidence at least as strict as this clause. The disclosing party remains responsible for them.

14.5This clause continues for 3 years after the end of the Contract, and indefinitely for trade secrets. On request at the end of the Contract, each party will return or destroy the other's Confidential Information, except copies it must keep by law or that are held in routine backups.

15Force majeure

15.1A "Force Majeure Event" is an event beyond a party's reasonable control, including natural disaster, flood, fire, storm, epidemic, war, terrorism, riot, civil commotion, government action, failure of public power, telecommunications or internet networks, closure of the Venue caused by fire, flood or an order of a public authority, failure of third-party platforms or networks, loss or damage in transit by a carrier, failure of a sub-hire supplier for reasons beyond the Supplier's control where no equivalent Equipment can reasonably be sourced, industrial action that does not involve the affected party's own workforce, and illness or injury of a named individual. The following are not Force Majeure Events for the Client: lack of funds; the withdrawal of a participant; and cancellation or withdrawal by the Venue operator, or failure to secure the Venue.

15.2A party affected by a Force Majeure Event will notify the other within 1 Working Day of becoming aware of it, describing the event and its likely effect. It will not be liable for any resulting delay or failure to perform for as long as the event continues, provided it takes all reasonable steps to mitigate its effect. This clause does not excuse a failure to pay money when due.

15.3If a Force Majeure Event prevents the Event from taking place on the scheduled Live Day, the parties will discuss rescheduling in good faith. If the Event is not rescheduled to take place within 90 days of the original Live Day, either party may terminate the Contract by written notice. In that case the Cancellation Charges do not apply, and the Client will pay for Services performed, Expenses incurred and third-party costs that the Supplier cannot cancel or recover. The Supplier will refund any amount it has received in excess of those sums within 14 days.

16Cancellation, postponement and termination

16.1In return for the Supplier reserving its personnel and Equipment for the Contract Period, the Client may cancel the Contract, or any part of the Deliverables, by written notice at any time before the end of the Contract Period, on paying the Cancellation Charges set out in Schedule 2.

16.2The Client may ask once to postpone the Event. If the Client gives notice at least 14 days before the first day of the Contract Period, the new dates fall within 90 days of the original dates and the Supplier is available, no Cancellation Charge is payable; the Client will pay any Expenses and third-party costs that cannot be recovered, and the deposit is carried forward. Any other postponement is treated as a cancellation under clause 16.1 followed by a new booking. The withdrawal of a participant is a matter for the Client and is dealt with under this clause or clause 16.1.

16.3Either party may terminate the Contract immediately by written notice if the other party:

1. (a)commits a material breach that cannot be remedied, or that is not remedied within 14 days of written notice requiring it to be remedied (or within a shorter period that is reasonable where the breach threatens a Live Day); or
2. (b)to the extent the law permits termination on this ground, becomes unable to pay its debts as they fall due, enters into any arrangement with its creditors, has a receiver, administrator or liquidator appointed, has a winding-up petition presented or order made against it (other than for a solvent reorganisation), stops or threatens to stop carrying on business, or suffers anything equivalent in any jurisdiction.

16.4The Supplier may terminate the Contract, or suspend performance, by written notice if the Client fails to pay any sum within 7 days after a written reminder that it is overdue, or if a Client Delay makes performance unsafe or impossible.

16.5Either party may terminate the Contract by written notice if the other is in breach of clause 22.

17Consequences of termination

17.1Termination does not affect rights and remedies that have accrued by the date of termination. Clauses 1, 4, 8, 9.3, 10.8, 10.9, 11.3, 11.4, 12, 13, 14, 15.3, 16.1, 17, 18, 22, 23 and 24 and Schedule 2 continue to apply after termination, as does any other provision intended by its nature to survive.

17.2If the Supplier terminates under clause 16.3, 16.4 or 16.5, the Client will pay the Cancellation Charges calculated under Schedule 2 as if the Client had cancelled on the date of termination, together with any Expenses not already covered by them.

17.3If the Client terminates under clause 16.3 or 16.5, the Client will pay for Deliverables properly supplied up to the date of termination, and the Supplier will refund any sums paid in advance for Deliverables not supplied.

17.4On termination the Client will return the Equipment and the Supplier's Confidential Information, and will give the Supplier access to the Venue to recover its Equipment. The Supplier will return the Client Materials and deal with Contract Personal Data under clause 13.4(g).

18Intellectual property

18.1Each party's Background IPR remains its own, or that of its licensors.

18.2Client Materials remain the property of the Client or its licensors. The Client grants the Supplier a non-exclusive, royalty-free licence to use, copy and adapt the Client Materials, including by format conversion, scaling, colour management, rendering and compositing, for the purposes of the Contract, including testing and rehearsal.

18.3As between the parties, the Client owns the IPR in the Programme. To the extent any IPR in the Programme vests in the Supplier, the Supplier assigns it to the Client with effect from payment of the Contract Price in full, and waives, and will procure that Supplier Personnel waive, their moral rights in the Programme to the extent permitted by law.

18.4Unless the Order Confirmation says otherwise, the IPR in Commissioned Content is assigned to the Client with effect from payment of the Contract Price in full. The Supplier keeps its Background IPR incorporated in Commissioned Content and grants the Client a non-exclusive, perpetual, royalty-free licence to use it as part of that Commissioned Content. Third-party assets such as purchased models, fonts and plug-ins are licensed on their own terms, which the Supplier will identify on delivery.

18.5The Supplier's show files, Pixera project files, keying presets, calibration and tracking data, system configurations, technical specifications and diagrams are Supplier Background IPR and are not Deliverables unless the Order Confirmation says so. The Client may use technical specifications the Supplier provides to plan the Event with its production company.

18.6Third-party software used in the Services, including Pixera, keyer firmware and tracking software, is used under licences held by the Supplier or its sub-hire supplier. The Client receives no licence to it and will not copy, decompile or reverse engineer it.

18.7Once the Programme has been publicly streamed, the Supplier may use excerpts, stills, behind-the-scenes images and a description of its work in its portfolio, showreel, website, case studies and award entries, unless the Client objects in writing before the Event. This does not permit the Supplier to disclose the Client's Confidential Information.

18.8Each party will tell the other promptly of any actual or threatened claim that the Deliverables or the Client Materials infringe the rights of a third party.

19Use of AI tools

19.1The Supplier may use artificial intelligence tools for planning, documentation, scheduling, technical analysis and software development, under the supervision of Supplier Personnel. The Supplier remains responsible for the resulting work.

19.2The Supplier will not enter the Client's Confidential Information or Contract Personal Data into any AI tool that uses inputs to train models made available to others, or that does not protect the confidentiality of inputs under its terms of use.

19.3The Supplier will not use generative AI to create visual or audio content that appears in the Programme without the Client's prior written approval.

20Sub-contracting and assignment

20.1The Supplier may sub-contract any part of its obligations, including to hire companies, freelance engineers and tracking specialists, and remains responsible for the performance of its sub-contractors.

20.2Neither party may assign or transfer its rights or obligations under the Contract without the other's prior written consent, which will not be unreasonably withheld, except that the Supplier may assign its right to receive payment.

21Named individuals

21.1Where the Order Confirmation names individuals to perform the Services, the Supplier will use reasonable endeavours to provide them. If a named individual becomes unavailable for a reason beyond the Supplier's reasonable control, the Supplier will provide a suitably qualified replacement and brief them fully. Providing a suitably qualified replacement is not a breach of the Contract.

22Ethics, integrity and compliance

22.1Each party will comply with the Bribery Act 2010, the Modern Slavery Act 2015, the Criminal Finances Act 2017 and the Equality Act 2010, and will maintain adequate procedures to prevent breaches by those acting on its behalf.

22.2Each party will deal promptly with any complaint of bullying or harassment raised by the other party's personnel.

22.3Each party warrants that neither it nor any person owning or controlling it is the subject of sanctions imposed by the United Kingdom, the United Nations, the European Union or the United States, and that it will not cause the other party to deal with any sanctioned person or property.

22.4The Supplier will make sure Supplier Personnel do not place bets, or help others to place bets, on any Event they work on or any contest within it, and do not misuse information they receive in the course of the Services, including tracking or data feeds seen before public release. The Supplier will co-operate with any reasonable integrity enquiry by a regulator or sports governing body.

22.5The Supplier is free to provide services to others, including in the live-events, sports and entertainment sectors, provided it does not misuse the Client's Confidential Information.

23Non-solicitation

23.1During the Contract Period and for 12 months after it ends, the Client may engage directly an individual whom the Supplier introduced to perform the Services, whether employed or freelance, to provide similar services other than through the Supplier, only on paying the Supplier an introduction fee equal to 20% of the fees or salary payable to that individual in the first 12 months of the engagement. Engagements resulting from responses to general recruitment advertising are excluded.

24General

24.1Notices under the Contract must be in writing and delivered by hand, sent by recorded or first-class post, or sent by email to the address set out in the Order Confirmation. A notice is received on delivery if delivered by hand; on the second Working Day after posting if posted; and at the time of transmission if emailed between 9.00 am and 5.00 pm on a Working Day, otherwise at 9.00 am on the next Working Day, provided no delivery-failure message is received. Email is not valid for the service of legal proceedings.

24.2A failure or delay in exercising a right does not waive it, and a waiver of one breach is not a waiver of any other.

24.3Nothing in the Contract creates a partnership, joint venture or agency between the parties.

24.4A Variation or other amendment to the Contract is effective only if it is in writing, including by email, and agreed by an authorised representative of each party. An email amendment must state that it varies the Contract. Authorised representatives are named in the Order Confirmation.

24.5Each party will sign any documents and do anything else reasonably required to give full effect to the Contract.

24.6If any provision, or part of a provision, of the Contract is found to be invalid or unenforceable, that provision or part is treated as deleted and the rest of the Contract continues in force.

24.7The Contract is the entire agreement between the parties about its subject matter. Each party acknowledges that it has not relied on any statement or representation that is not set out in the Contract. Nothing in this clause limits liability for fraud.

24.8No one other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

24.9The Contract may be executed in counterparts and signed electronically.

24.10The Supplier may update these Terms from time to time. Updated Terms apply only to Contracts formed after the update.

24.11If a dispute arises, the named contacts will first try to resolve it. If they cannot do so within 5 Working Days, it will be referred to a director of each party, who will meet (in person or online) within a further 10 Working Days. Neither party may begin court proceedings until this process has been followed, except to seek urgent injunctive relief or to recover a debt.

24.12The Contract and any dispute or claim, including non-contractual disputes or claims, arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

S1Schedule 1: Live virtual production and compositing

Special Conditions · these apply where the Order Confirmation includes live virtual production, green-screen keying, compositing or camera tracking, and take precedence under clause 2.3

What the Order Confirmation will set out

S1.1For each project the Order Confirmation will set out: the Event, Venue and Contract Period; the production format and frame rate, or the date by which the Client will confirm the frame rate; the camera plan, giving the number, type, operation and tracking method of each camera; the Deliverables, including Equipment, software and Supplier Personnel; the Handover Point; any options; the authorised representatives and sub-processors; and the dates for the Client's dependencies if they differ from S1.5.

S1.2Deliverables may include technical design and a written technical specification; a content specification for background content; render systems running software licensed to the Supplier, such as Pixera; keying and compositing equipment, owned or sub-hired; camera-tracking systems or the ingest of tracking data from the Client's cameras; signal infrastructure such as routing, reference distribution, frame delays, format conversion and UPS; and engineering personnel. Where the Order Confirmation names a model of Equipment, the Supplier may substitute equivalent Equipment.

S1.3Unless the Order Confirmation says otherwise, the Handover Point is the composited output for each camera at the Supplier's router. Vision mixing, graphics and overlays, audio, encoding, contribution links, connectivity and the streaming or broadcast platform are the Client's responsibility. The Supplier will advise the audio delay needed to keep sound in sync with the composited pictures; applying it is the Client's responsibility.

Not included unless quoted

S1.4Cameras, lenses and camera operators; the set, stage or field of play; the green screen and its lighting; the studio; sound; the vision mixer; encoders and connectivity; graphics and overlays; creation of background content; integration of live data into the virtual set; volumetric, motion-capture or other capture systems and their post-production; talkback; power distribution beyond the Supplier's UPS; catering; and health and safety management of the Event.

Client dependencies

S1.5In this paragraph "L" is the first Live Day and "WD" means Working Days. Unless the Order Confirmation sets other dates, the Client will:

1. (a)by L–20 WD, confirm the Venue and dates, appoint its production company naming a technical contact, and confirm which options it requires, so that sub-hire can be secured;
2. (b)by L–15 WD, supply a floor plan showing the performance area, camera positions, any handheld working area, the green screen extent, lighting positions, any other capture systems, the Supplier's position and power; confirm that cameras provide outputs in the agreed format, accept genlock and, where tracked, output tracking data in the agreed protocol (such as FreeD); and confirm the frame rate with its streaming or broadcast partner;
3. (c)by L–10 WD, deliver background content to the Supplier's content specification, with written confirmation that the Client holds the rights to it. Content that does not meet the content specification, or that cannot be played back in real time on the required outputs at the agreed frame rate during throughput testing, is non-conforming Client Materials. If conforming content has not been received by L–10 WD, the Supplier may use a placeholder or a plain plate, and doing so is not a breach. The Client accepts that a 2D background plate does not show true parallax on tracked camera moves;
4. (d)by L–5 WD, supply the lighting plan for the green screen and, where a ceiling or marker-based tracking system is included, confirm access and the rigging of markers by Venue-approved riggers;
5. (e)make the Venue available for a technical rehearsal, with all cameras, lenses, lighting and the green screen installed and lit, before the Live Day on the date set out in the Order Confirmation;
6. (f)provide the dedicated clean power set out in the Order Confirmation at the Supplier's position, separate from lighting dimmers;
7. (g)make sure that costumes, sports kit, set dressing, signage and props in shot do not use the key colour or close shades, avoid reflective or key-coloured items in shot, and use haze or smoke only after agreeing it with the Supplier;
8. (h)keep any other capture system, such as a volumetric or motion-capture array, together with its crew and lighting, out of the cameras' sightlines to the green screen, or schedule it as a separate session; make sure its infrared emitters, strobes and sync signals do not interfere with camera tracking or the Supplier's reference signals; and power it separately from the Supplier's position. The Supplier is not responsible for keying artefacts caused by objects between the cameras and the green screen; and
9. (i)supply any scores, statistics, odds or sponsor content that is to appear inside the virtual set in an agreed format, approved by the Client, subject to clause 10.8.

Changes and personal data

S1.6After the Contract is formed, a change to the camera plan, the content format or delivery date, or a confirmed frame rate is a Variation under clause 2.6.

S1.7The Supplier processes Contract Personal Data in the live feeds and the recordings described in clause 10.9 only. It does not receive or process the Client's sensor, biometric or telemetry data unless the parties agree otherwise in writing.

S2Schedule 2: Cancellation charges

S2.1If the Client cancels under clause 16.1, it will pay the greater of (a) the percentage of the Contract Price (or of the price of the cancelled Deliverables, for a partial cancellation) shown below, and (b) the total of fees for Services already performed, Expenses incurred and third-party costs the Supplier cannot cancel or recover.

S2.2Sums already paid, including the deposit, are credited against the Cancellation Charges. The Supplier will refund any excess within 14 days of the cancellation.

S2.3The Cancellation Charges reflect the Supplier's commitment of personnel and Equipment, its turning away of other work, and third-party commitments made in reliance on the Contract.